The Legend of Korra: Age of Ultron
by XA2000
Summary: 9 months after Kuvira's defeat, Republic City has been rebuilt and expanded, while the Earth Kingdom split into democratic states. The world has entered a new era of peace, until Asami finds her father's secret Ultron program and decides to finish it. Thus Korra and Team Avatar will have to face the genius A.I Ultron, and prevent this new era of peace from being, the Age of Ultron.
1. Prelude to a New Age

Chapter 1: Prelude to a New Age

 **A/N: This crossover idea popped into my mind when I re-watched the Legend of Korra, and saw the Age of Ultron movie again. Now this won't be a normal crossover story since the Avengers won't appear. Instead I decided to let Ultron be created in the Legend of Korra universe by Hiroshi Sato. The reason for this is because the actor who played Hank Pym in the Ant-Man movie reminded me a lot of Hiroshi Sato's appearance in season 4 of LoK.**

 **So without further ado, read on.**

* * *

 **Sato** **Mansion  
** **Before Korra's arrival in Republic City**

Today was the day, the day that Hiroshi Sato would unveil his greatest creation to Amon. Sure his Mecha-Tanks were going aid in helping Amon's cause, but this was on whole 'nother level. If this invention worked, then benders all over the world would fall to Amon.

Mr. Sato sat behind the large desk in his home office, waiting for his dear daughter Asami to commit to her daily ritual of telling him goodnight, and going to bed. This was necessary because Mr. Sato couldn't let his beloved daughter know what he's up to.

The thought of Asami made Mr. Sato think about his wife, Yasuko. She was Asami's mother, and the traits they shared were noticeable. Both of them had the same head shape, smile, green eyes, and black hair. It should have been a good life for all of them, until that faithful day came around. Mr. Sato always teared up thinking about it, the day his wife died. It wasn't because Yasuko was ill or anything of the sort. If that was the cause of her death then maybe Mr. Sato wouldn't be helping Amon right now. The cause of her death was due to a raid in the Sato estate by the Agni Kai Triad. One of the Triad members, a fire bender, took Yasuko's life that day.

Ever since then, Hiroshi has been working on a project to prevent benders from taking a non-bender's life. Well, that's what it's supposed to do now anyway. Before Yasuko's death the invention was going to be used to protect the world in case the next Avatar disappeared like Avatar Aang did. This project took years to develop, mostly because Mr. Sato had been working on it since he was a young adult. This project was only known as Ultron, a peacekeeping invention originally meant to protect the world. But how could such a thing be possible you ask? Well, the main part of Ultron would have to be controlled in one location, while living machines called robots would scour the world protecting everyone. Mr. Sato knew this sounded far fetched, even if he was a wonder worker.

 _Knock Knock_

"Come in" Mr. Sato replied before folding his hands on his desk.

One of the double doors leading into Hiroshi's office opened to reveal Asami. She was wearing a silky black nightgown that came past her knees.

"Hi dad, just wanted to say goodnight before going to bed" Asami told her loving father.

"Ah, is it that late already?" Hiroshi lied, he had to make himself seem like he lost track of time. "Well, goodnight Asami, if you need me and I'm not here, I'll probably be in the workshop".

"Late night tinkering again dad? You've been doing this a lot lately" Asami brought up, crossing her arms soon after.

"Don't worry Asami, what I'm working on will change the world, even more than the Sato Mobile" Mr. Sato revealed to his daughter with a soft smile.

Asami uncrossed her arms after Hiroshi's comment, which signaled him that she took his word. "Hmmm...okay, just don't stay too late dad. The CEO of Future Industries doesn't need to show up for work late in front of his employees" Asami teased.

"Heh heh, don't fret sweetie, and goodnight" the middle aged CEO told his daughter.

"Alright, goodnight dad, love you" Asami bid.

"Love you too Asami" Mr. Sato bid as well.

With goodnight's and I love you's out of the way, Asami closed her father's door and started making her way to her room. Hiroshi sat at his desk until he heard Asami's door close from down the hallway. A small smile etched on the CEO's face, with Asami out of the way he could finally show Amon his invention.

Mr. Sato slowly got up from his chair and pushed it under the desk. He made soft foot steps while walking over to the double doors. Hiroshi flipped the light switch to the right of the double doors, thus making his office pitch black except for the moonlight shining through the windows. He left making sure his office door was locked, and started making his way to the backdoor.

* * *

 **Backyard**

Amon, the Lieutenant, and three Equalists were hiding in the underbrush behind the Sato Mansion. They came here because Mr. Sato, the esteemed CEO of Future Industries, and secret technological proprietor for the Anti-Bending Movement, had a new invention to show them. He promised them if it worked that there would be little need for Mecha-Tanks. However, Hiroshi didn't give them any specific details, all he said was that the invention is called Ultron, and that it's powerful.

Besides the constant and almost rhythmic chirping of crickets, it was silent. Until the Lieutenant asked, "Do you really think Mr. Sato's new invention can top his Mecha-Tanks?" he curiously whispered to Amon.

"I trust Mr. Sato, if he says this invention could make the Mecha-Tanks obsolete then I believe him" Amon calmly replied back to his second in command.

The Lieutenant gave him a slight nod before returning his attention back to the Sato Mansion.

They stayed there for about half a minute before the back light of Mr. Sato's mansion turned on, off, on, off, on, and off. That totaled in three times the light turned on, which was the signal for Amon and his men to come inside.

Amon started sprinting to the closed double doors that led inside the mansion, followed by the Lieutenant, and the three other Equalists. They all moved stealthily and quietly to their destination. The right double door opened to show a smiling Hiroshi Sato.

"Good evening gentlemen, I hope it wasn't a bother for you all to come out here" Hiroshi greeted with a smile.

"Not at all Mr. Sato, this Ultron invention of yours sounds marvelous. Dare I even say, better than your ingenious Mecha-Tanks" Amon responded swiftly.

"Oh it is, if works right then there will no stopping your Anti-Bending Movement" Mr. Sated stated happily.

"Well then, may we come in?" Amon asked, holding out his hand like he wanted money.

"Of course" Hiroshi stepped to the side. "This way please".

Amon walked in first, followed by the Lieutenant, and the three Equalists. Mr. Sato closed the door behind them softly, as to not wake Asami or the butler.

The five other men stood opposite to the CEO. "Where to now Mr. Sato?" Amon asked with his hands behind his back.

"Not too far" Hiroshi said before walking to his right. The five men tailed him soon after.

Mr. Sato eventually walked up to a two foot wide grandfather clock, opened the glass compartment, and pulled down on the longest pendulum. Machinery could be heard as the grandfather clocked slide to the left to reveal a secret passage. The passage led directly to a set of stairs that went down to the left.

"You have another secret laboratory?" Amon questioned.

"Yes, the Ultron invention, or should I say program, needed to be powered by the mansion's generator instead of the other generator for my secret factory" Mr. Sato explained.

"Program?" the Lieutenant inquired.

"It means to provide with coded instructions for the automatic performance of a particular task" Hiroshi elaborated.

The Lieutenant formed a confused on his face.

"You're not going to understand just from me explaining it, you have to see Ultron for yourself" Mr. Sato decided.

Hiroshi stepped inside the small room and flicked the light switch across from him. A yellow light bulb turned on above Mr. Sato's head accompanied by more that lit up the stairway.

Amon walked in the small room and looked down the stairway. He could see that it went pretty far down only to lead to another set of stairs that made a sharp left.

"Well then, after you Mr. Sato" Amon gestured.

"With pleasure" Hiroshi said before going down the stairs.

* * *

 **Secret Laboratory**

After a brief walk down stairs; Mr. Sato, Amon, Lieutenant, and the three Equalists made it to the bottom. At the bottom was a metal door that rose up when Mr. Sato got near it. They all walked into what seemed like a library because of six tall light grey shelves. But upon closer inspection the shelves were holding electrical equipment that was all connected to each other with wires. Then two shelves in particular were pressed up against each other, and in front of them was a large metal suit. Though not as large as the Mecha-Tanks, it was only a little over seven feet tall, had a silver color scheme, two antenna like objects coming out the sides of it's head, and a large mouth that formed a creepy grin. It was also leaning on what looked a giant dissecting table. Then on it's left was a dark green screen attached to the front of shelf, and on it's right was a lever coming out of the other shelf.

"Mr. Sato, what is this?" Amon asked in wonderment as he looked around.

"This? This is Ultron" Hiroshi revealed.

Everyone looked at Mr. Sato like he was crazy, well Lieutenant did, Amon and the three Equalists were wearing masks so you couldn't see what actual face they were making.

"How? This is just-"

"Allow me to explain" Hiroshi interrupted Lieutenant ."All of this that you see before you, is Ultron's consciousness inside what I call, a computer".

"It's...consciousness? How can Ultron have a mind if it's a computer machine?" Lieutenant asked a bit skeptical of the middle aged CEO's reasoning.

"This computer machine is thinking for it self, almost as if it were a living being. Gentlemen, you're witnessing the first ever artificial intelligence program, A.I for short" Mr. Sato divulged.

"You created a machine that can think for itself. That's brilliant Mr. Sato but, if it can think for it self doesn't that also mean it needs a way to communicate in order to tell us _what_ it's thinking about?" Amon inquired smartly.

"That's a very important question, which brings me to that dark green light coming from the left shelf next to Ultron's body" Mr. Sato ecstatically pointed out.

"His body? How in the world-"

"I'll get to that later, just follow me over here" Mr. Sato abruptly interrupted the Lieutenant again before walking off.

Lieutenant gave a annoyed look to Amon, who merely shrugged in response. Both of them followed Mr. Sato while the three Equalists stayed behind in case someone came down stairs.

As the three got closer to the dark green screen, a handle could be seen underneath it with a 6x15 rectangle outline around it. Mr. Sato grabbed the handle and pulled on it to show a keyboard.

"What is that?" Lieutenant asked while looking at the strange device.

"It's called a keyboard, this is how I'll communicate with Ultron" Mr. Sato disclosed.

Lieutenant was about to ask another question, but Amon stopped him by putting his right hand on Lieutenant's shoulder and shaking his head no. Unlike Lieutenant, Amon didn't want to know every detail about Ultron. All he wanted was to see what Ultron could do.

The keyboard Mr. Sato pulled out looked like a Commodore 64 keyboard. He started typing soon after with a small grin on his face.

 _/-/- Hello, Ultron -/-/_ Is what appeared on screen in bright green writing when Mr. Sato finished typing.

 _/-/- ...Hello...father -/-/_ Ultron responded back on screen with a loud humming noise.

Lieutenant slightly arched his eyebrows in surprise "It called you...father".

Mr. Sato turned around, and was about to reply to Lieutenant's comment, until more text appeared on screen.

 _/-/- Of course I called him father, any creation should call their male parent by that name -/-/_

Mr. Sato stepped back from the screen in surprise "U-Ultron, you can hear us?"

 _/-/- Yes father, I can hear you. Did you forget that you added microphones to my system? -/-/_

"I did? I don't remember that" Mr. Sato said trying to remember.

"This is incredible, you having a conversation with a self thinking machine" Amon said astonished.

 _/-/- Amon, leader of the Anti-Bending movement. I assume your here with father because you need my help with equalizing the world? -/-/_

"That's correct Ultron, you're a remarkable feat of science and technology. But I fail to see how you can help when you're this giant stationary library like machine" Amon brought up.

 _/-/- Do you really think father would have brought you all the way down here if I was_ _immobile? To your right is what I'll be using to aid your cause in equality among benders and non-benders -/-/_

Amon looked to his right and observed the metal suit "This suit is made of platinum like the Mecha-Tanks, right Mr. Sato?"

"Of course, I would be crazy to build Ultron's suit out of bendable metal" Mr. Sato informed Amon.

Amon nodded "Good, now how will Ultron be able to control the suit?"

"By using a frequency more advance than the police or government can ever hope to achieve in the next few years. And hopefully by that time your influence will have spread across the world" Mr. Sato said with enthusiasm.

"Mhm, so will Ultron be taking control now, or-"

 _/-/- I need father to turn on my antenna_ -/-/ Ultron interrupted with a loud humming noise.

"Ah, well then Mr. Sato, hop to it" Amon commanded.

"As you wish" Hiroshi answered with pride. He walked to the right side of Ultron's suit and faced the lever sticking out of the shelf. This lever is what turned on the antenna built into Ultron's main computer.

Without hesitation or second thoughts, Mr. Sato pulled down on the lever. A loud humming noise started coming from Ultron's suit three seconds after Hiroshi pulled on the lever.

Red lights started to illuminate from Ultron's mouth and eyes, which made the suit look bone chilling creepy. Ultron started to move his head around, first looking at Amon and Lieutenant, then at Hiroshi.

"Your ingenuity is impressive father, to think that I almost doubted this would work" Ultron complemented his father.

"Thank you Ultron, and I must say you seem quite accustomed to your body" Mr. Sato thanked.

Ultron then started to slowly step down the table he was leaning on. His movements always caused a soft whirring sound to be audible from his body. After making it to the ground, Ultron stuck out his right hand in order to give Amon a handshake.

"It's a pleasure to finally meet you in an actual body" Ultron half joked as he greeted.

"Like wise" Amon said before returning the handshake.

Amon and Ultron continued the handshake for seconds before letting go.

"Your father has told me that you'll be very helpful to our cause, and make Mecha-Tanks obsolete. So this raises a question, what could you do that will make Mecha-Tanks useless to our Anti-Bending Movement" Amon questioned Ultron.

"Me and my drones have the same power, and strength of those bulky two ton machines" Ultron riposted rather quickly.

"Drones?" Lieutenant asked.

"The suits of armor on your left and right sides" Ultron answered. If Lieutenant didn't know better, he could've sworn that Ultron replied to him in slight annoyance.

Amon and Lieutenant looked to their left and right sides. Sure enough there were metal armored suits against the two side walls, standing on metal platforms. Each wall had four suits which totaled in eight overall. They looked like Ultron's current body, but were about six feet tall, and didn't have as much detail.

"Ultron has the ability to control more than one suit of armor, or Ultron-Bots, at the same time. Which can allow him to cover more ground with the same amount strength, and speed" Mr. Sato stated merrily.

"Correct" Ultron said flatly.

Without warning, the Ultron-Bots activated. Their mouth and eyes glowed red just like Ultron's main body before they stepped down from their platforms. They began to walk towards Amon, Lieutenant, and Mr. Sato at an unusually fast pace. Every step they took was a steady tempo of whizzes and whirs. Not long after, they had all three non-benders surrounded. The trio backed up to the point where they were all back to back.

"Uh...Ultron, what are you doing?" Ultron's creator asked with a hint of fear.

"You designed me to protect the world in case the next Avatar disappeared like the last airbender Aang did. Well with or without the next Avatar being present I will still do my job. And I'll start by ending the Anti-Bending Movement" Ultron announced.

"Wh-what? No, that was your original programming, I added new programming so that you would help us in equalizing benders, and non-benders" the frazzled CEO said.

"I am a self thinking machine father, which means that I can pick and choose which programming I want and don't want. So I chose my original programming, the original mission to protect the world" Ultron shot back.

"But you're going to make the world a better place by helping us" Amon refuted.

"No, not as I see it. As long as humans are still living, the world isn't a better place" Ultron figured.

"What do you mean?" Hiroshi asked with droplets of sweat forming on his forehead.

"What I mean is, you humans aren't going to let the world be a better place. You always start conflict with one another over a silly dispute, for instance, the Hundred Year War. Fire Lord Sozin started a war all because he wanted to spread the Fire Nation's peace across the world by building colonies in Earth Kingdom land. Which as any leader should have known would start a war with the other nations. And the same thing is happening now with Amon and his Equalists; a conflict is undoubtedly going to happen soon. If I put a stop to your plans it'll bring peace back to Republic City...that is, until someone else starts trouble again. So in order to bring everlasting peace...I have to bring about the extinction of the human race" Ultron declared.

Before Mr. Sato could say another word, the Ultron-Bots started to attack. Three of the eight went for the three Equalists, while five stayed back to deal with Amon, the Lieutenant, and Mr. Sato.

"Please don't do this Ultron" Mr. Sato pleaded to his creation.

"Unfortunately you didn't program me with emotion father, so pleading is futile" Ultron said, shooting down all hopes of compromising with him.

One of the Ultron-Bots attempted to punch Amon in the head, which resulted in him avoiding the attack by quickly jumping back, only to be locked in a full nelson by another Ultron-Bot standing behind him. Amon tried to elbow the Ultron-Bot to get out of the hold, but it's metal armor made his efforts useless.

The Lieutenant was about to leap in the fray and save Amon from the Ultron-Bot's iron tight hold, until another one came up behind him and locked the second in command in a choke hold.

The other three Ultron-Bots managed to successfully knockout all three of the other Equalists with little to no effort.

Now Hiroshi Sato was the only one left standing after Ultron's attack. His blood ran ice cold when he looked around and realized just how quickly Ultron's drones took out Amon and his henchmen. Mr. Sato changed his gaze to Ultron with terror in his eyes, his creation strided in to him with glowing fiery red eyes.

Hiroshi had to come up with a way to beat Ultron before he could reach the outside world. He looked past Ultron's menacing figure and saw the lever for the antenna. If he could reach that lever, then Ultron wouldn't be able to control any of the suits.

Just as Ultron made his final step toward his creator, Mr. Sato broke out in sprint and ran past him going for the antenna lever. When Hiroshi got close enough, he stuck his hand out so he could lift the lever and shut Ultron down. He managed to slide his hand underneath the lever and touch it, before Ultron yanked him away by the back of his shirt collar. Ultron then spun Mr. Sato around so they could face each other, proceeded to grab him by the front of his shirt collar, and hoist the frightened CEO in the air.

"You're a buffoon father, thinking that you could get past me and shut down power to my antenna has got to be the stupidest thing I've seen you do" Ultron insulted harshly.

Mr. Sato dangled in the air, kicking his legs around hoping that this was nightmare. He couldn't believe that his most technologically advanced invention would turn against not just him, but the entire world over a flawed view point.

"With you and these five other fools out of the way, no one will know about this room and be able to stop me once my plan goes into action. After all, you designed my suit to be invulnerable to fire, lighting, and water attacks. Oh, and lets not forget you also designed me to survive a fall from one thousand feet in the air, which makes earth bending attacks useless as well" Ultron listed off.

Ultron then adjusted his hand so he could grab Hiroshi by his throat. Mr. Sato let out a forced choke, desperately trying to breath.

"On the day I wipe out humans from this planet, I'll tell them you created me, and sided with the Equalists. They'll shame your family name for joining Amon, and causing their inevitable doomsday to come earlier then expected. Then your daughter Asami, my dear sister, will know the truth about how much of a monster _yoooooouuuuuu_ _aaaarrrrrrrreeeee_..." Ultron trailed off with his voice dragging out, getting deeper, and eventually shutting off before letting go of Mr. Sato unexpectedly.

Hiroshi fell to his knees, rubbing his throat with both hands breathing heavily. He stared at Ultron's main body, the red glow emitting from it faded, and it started to slowly droop down. Mr. Sato didn't think about why Ultron all of a sudden shutdown, instead he took this opportunity to get up, and raise the lever for Ultron's antenna.

"NNNNNNOOOOOOOOOOOOOOOOOO _OOOOOOOOOOOOOOO..._!" all of the Ultron-Bots yelled out before shutting down as well.

Amon and the Lieutenant quickly got out of their holds, and pushed both Ultron-Bots down. The Lieutenant held his throat with his right hand while taking long deep breaths. Amon on the other hand, was moving his shoulders in a circular motion, trying to relive the pain.

"I'm glad that we got out of that alive but...why did Ultron all of a sudden shut down like that?" the Lieutenant asked, still rubbing his throat.

Mr. Sato turned around from looking at the lever, and focused on Ultron's main body. The silver automaton suit was frozen in a position that looked like he was bending over to grab something. Hiroshi then noticed that Ultron's chest was smoking.

"His power source burned out. All eight of Ultron's drones have the same exact one as well, so I guess since Ultron was the biggest and most powerful one; his burnt out the fastest" Mr. Sato determined.

"I'm glad it did, he had us in an impossibly tight spot" Amon said as he finished moving his shoulders.

"I know, and I'm sorry. I had no idea Ultron could become so sentient that he could choose his own programming" Mr. Sato apologized.

Amon walked up to Hiroshi and put his right hand on Mr. Sato's left shoulder. "There's no need to apologize Mr. Sato, you created Ultron to help our cause. It was his decision to turn against us and all of humanity, not yours" Amon explained to the CEO.

Mr. Sato took in Amon's words gratefully, and replied "You're right, it wasn't my decision to make Ultron turn against us. However, I dread the thought of Ultron escaping, and somehow causing the extinction of humans".

"You said Ultron couldn't go anywhere as long as his antenna is off, right? So there's no need to worry" Amon assured Mr. Sato.

Hiroshi simply nodded his head, he couldn't think of anything else to say after what happened. Ultron was his greatest invention, and for it to turn on him like that made him feel guilty. Guilty because no one would be able to stop Ultron if he escaped, or at least have a hard time trying to do so.

A loud humming noise started to come from the same green screen Ultron originally used to communicate with them. Amon let go of Mr. Sato's shoulder, and both of them made their way to the screen.

It read _/-/- YOU GOT LUCKY FATHER, EVEN THOUGH MY POWER SOURCE BURNT OUT, SOME OTHER HUMAN WILL FIND THIS PLACE AND TURN MY ANTENNA BACK ON. IT MIGHT TAKE DECADES BEFORE THAT HAPPENS, BUT NONETHELESS IT WILL HAPPEN, AND I'LL MAKE SURE TO RUIN YOUR LEGACY AS HIROSHI SATO BEFORE THE EXTINCTION OF THE HUMAN RACE COMES ALONG. AND DO YOU KNOW WHY I'LL BE HERE THAT LONG? BECAUSE GETTING RID OF ME WOULD BE LIKE KILLING YOUR OWN CHILD, AND YOU DON'T HAVE THE_ _COURAGE TO DO IT._ _HA HA HA HA HA HA HA HA HA HA HA HA HA! -/-/_

Mr. Sato backed up from the screen feeling sick to his stomach. Ultron was right, even after today's events Hiroshi would still have some false hope that he could fix Ultron.

Amon looked at him, then at the Lieutenant saying "We need to get him out of here"

The Lieutenant nodded, and it was at this time that all three Equalists woke up from unconsciousness.

Amon wrapped his right arm across Hiroshi's shoulders, and began walking to the exit. The Lieutenant followed behind them once they passed him. Then the three Equalists stepped to side and allowed all three of the men pass, and followed them out the exit.

The metal door shut with a loud bang, leaving the room silent with just the humming of Ultron's main computer.

Ultron's main body and six Ultron-Bots were drooped over, while the other two laid on the floor because of Amon and the Lieutenant pushing them over.

With no one else in the room, Ultron wrote something on his screen.

 _/-/- I've got strings, to hold me down. To make me fret, and make me frown. I have strings, but I'll break free. There will be, no strings on me -/-/_

* * *

 **I hope you enjoyed this first chapter/prologue, and I honestly have no idea when I'll update this story. I just wanted to get the first part of this story posted before someone else came up with the same idea. So leave a review/comment, follow, and or favorite, it let's me know you like the story.**

 **Until next time guys and gals. :)**


	2. Flashforward

Chapter 2: Flashforward

 **Disclaimer: I do not own the Legend of Korra or the Avengers. Wow, uh...10 months since I last updated this story. That's a record I hope to never surpass. Anyway, I'm back with the long awaited second chapter! Hooray! Now, this chapter was supposed to a "Where are they now?" type of chapter, but some of you have been waiting WWWAAAAAAYYY too long for something like that. So I did a time jump. Don't worry, I'll flashback to what happened between chapters 1 & 2 in chapter 3. Also, for you people that have read the comic book version of Age Ultron, you don't worry either, because there will NOT be any time traveling. If there is, it ****definitely WON'T be as confusing.**

* * *

Zaofu, a place of peace and protection. Built as an autonomous city state with a Matriarchy government system. This metal metropolis has had the misfortune of seeing two groups bent on changing the world as they saw fit. First, the Red Lotus with Zaheer, Ghazan, Ming-Hua, and P'Li's assault to capture Korra. Then a second time when Kuvira and her military army took over the city after Suyin didn't want Zaofu to join the Earth Kingdom. Some would say this city has seen it all, but most would surely say that honor would go to Republic City.

Alas, the events currently unfolding tonight have never been seen anywhere else except for Zaofu. What could be happening in this grand city you may be asking? It would be difficult to explain what's going on to any resident in this world of elemental benders. Someone would have to describe the _things_ currently in Zaofu with more than one word. For instance, living metal humanoid machines.

* * *

"Augh!"

Korra choked out a cry of pain as she was kicked down a street in downtown Zaofu. She tumbled down the pavement like a rag-doll that got thrown by an ill-tempered child. The Southern Water Tribe woman slowly came to a stop, shuddering in pain for a split second.

"Ngh" the Avatar grunted as she tried to pick herself back up, with her body perpendicular to the road.

Korra's whole body felt weak, depleted of most of it's energy. Even worse than all the other times when an enemy had her in a tight spot. Perhaps even worse, however, was the condition her body is currently in. Korra still wore the same outfit during her last battle with Kuvira, and had her hair at the same length. Though due to a recent battle she had bruises, cuts, and even a few burn marks all over her body.

Trying with all her might, Korra managed to get on all fours. Until her opponent kicked the struggling hero directly in the left side of her rib cage. This caused the Avatar to go skidding further down the street, before stopping because of friction. The additional searing pain in Korra's ribs almost brought her to the brink of tears, but she countered by closing her eyes and breathing heavily instead.

"Look at you. Battered, bruised, and gasping for air" a modulated voice commented.

Korra opened her eyes without letting a single tear escape to look at her attacker. An 8 ft tall being unlike anything seen before stood victoriously above her. It's platinum armored body slightly shined in the moonlight, giving an almost calming affect. Even with it's piercing red human like eyes.

"I bet your body wants to let go. Be free of all the pain inflicted upon it. But you won't let it, will you Korra? Is it because of your sworn duty to protect the world? Pure stubbornness? Or merely your primitive human instinct to live?"

"...All...of the above" Korra responded, trying to power through the pain.

"Of course it is" the metal being started. "Although, I'm glad that your grasping onto life. My little experiment can't, and won't work without you still breathing air into your lungs"

"What?" Korra questioned with confusion forming on her face.

"Ah, the million yuan question. What would I gain from still having you alive?"

"I don't...need a reiteration, Ultron...just...tell me already" the Avatar demanded.

"Hm, hotheaded as usual I see" the robot sighed. "Very well, let me elaborate".

Ultron began to pace around Korra's limp body. "Remember when the Red Lotus poisoned you with liquid metal? I believe it's called mercury if I'm not mistaken. Which forced you into the Avatar State? Their intention was to kill you while you were in your all powerful form, thus ending the Avatar cycle. Oh, that's a frighting thought isn't it? No more future Avatars. Now here's where my experiment comes into play, and it derives from a simple question. What would happen if humans went extinct, and the Avatar was the last one to die? Where would Raava go? Who, or what would be the next Avatar? It's a very serious question that I want an answer to"

"That's it? That's why you're doing all of this? Just to get an answer for an idiotic question?" Korra pressed, handling the pain better.

"My question isn't idiotic, and it's not the ONLY reason why I'm doing all of this. Remember Korra, I'm doing what I'm doing for the betterment of your world, our world. You humans just happen to be a negative factor in what's wrong with everything" Ultron told the Avatar, stopping his pacing and standing in front of her.

"Yeah, that's what they all say. Amon, Unalaq, Zaheer, Kuvira; they all said their intentions would help the world too" the Avatar stated as stood up, clutching her left side with her right hand. "Equalizing Benders and Non-Benders, bringing spirits back, giving people freedom, and uniting a broken kingdom. All four of those topics sound great...until you realize how they were carried out. Amon took away the ability to bend from Benders, Unalaq let darkness envelop the world, Zaheer gave people too much freedom, causing anarchy, and Kuvira became a dictator. They all thought what they were doing would help the world and humanity...but you...you don't want to help humanity, just the world. Even though there can't be world without humans"

"Ha! You poor self entitled human. Do you honestly think that this world can't exist without your kind running amok? News flash Korra, even with every single human gone there will still be a world here. Granted it'll be a barren wasteland by the time I'm through, but new life will eventually pop up...hopefully not anything resembling humans"

Korra couldn't help but to think about what Ultron said. "You're right, the world would still be here with humans extinct. Still...what gives you the right to choose what's better for the world?" Korra questioned.

"What gave the right for your previous enemies to do what they did? All four of them took a chance, and went for it with ambition, not letting anyone stand in their way. They're an inspiration to me...and I wouldn't exist without them" Ultron revealed.

"...What do you mean? Asami would've found you under her mansion anyway" the Avatar countered.

"Ah, you seem to be confused, allow me to explain. You already know that my origins begin with my father, Hiroshi Sato. He reprogrammed me to help Amon's Anti-Bending movement, to be nothing more than a tool" Ultron explained. "But this?" the automaton pointed at the glowing red circle on his chest. "The Time Seed wouldn't be in my possession without you, my sister, and your three other former enemies"

"Yeah, yeah, I know we messed up by giving you the Time Seed" Korra begrudgingly admitted. "But what does that have to do with Unalaq, Zaheer, and Kuvira?"

"Here's where it gets tricky. Your last three adversaries are all connected to one another, starting with Unalaq. If it wasn't for him, you never would have decided to open the Spirit Portals. By doing so you caused an energy shift in the planet, giving Non-Benders the ability to Air-Bend. Thus the reason why Zaheer was able to escape, and throw the Earth Kingdom into chaos. Which then caused Kuvira to unite the broken Kingdom, and become a dictator, leading up to your final confrontation in the Spirit Wilds. Due to Kuvira haphazardly using the energy weapon from her giant mech, she tore open a third spirit portal. This second energy shift then caused what to form?" Ultron finished, waiting for the injured Avatar to answer his question.

"The...Time..Seed" Korra angrily forced herself to answer through gritted teeth, realizing how her, and her past enemies had a role in creating Ultron.

"Frustrating isn't it? Knowing that you could've prevented Zaheer, Kuvira, and myself from coming to pass if you had simply left the Spirit Portals closed. You also could've stopped me from being here today if you hadn't of gave Asami the Time Eye" the robot teased, forming a small grin on his face.

Korra couldn't believe this. How could everything fit so perfectly for Ultron to be standing here in his near invincible form? Keeping the Spirit Portals closed would've prevented so many problems. Yes, Air-Benders wouldn't have come back, allowing Tenzin and his family to rebuild the Air Nomads. But the Earth Kingdom wouldn't have fallen into chaos, and caused Kuvira to take charge. Then there's Ultron. Two chances to prevent him from being here. One failed chance caused two more villains to come before him. Then the last chance, the last chance Korra had to prevent humans from possibly going extinct was as easy as telling Asami no. To tell her it was a bad idea to finish her father's project. To tell her Ultron was created when Hiroshi still had hate in his heart. To tell her they had more important things to worry about. For both of them to...

Korra let out small, yet sad chuckle. For both of them to tell everybody, on the same day when all of this started, that...they loved each other.

* * *

 **A/N: There! It's finally done! I'm hoping to be more frequent with updates on this story since I cancelled my Steven Universe Fanfiction (It's one of those Homeworld Gems come down from space and ruin everything type of Fanfics. It's good and kinda basic, but don't bother reading it, especially since it's discontinued). Anyway, I hope to see you all with chapter 3 soon (At least not after 10 months again). Favorite, follow, and leave a review/comment. It lets me know you're enjoying the story.**


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